REG - Abu Dhabi Ntnl Enrgy - Result of Tender Offer

Mitsubishi UFJ FinancialAnnouncement

28/04/2021 14:35

RNS Number : 9256W
  
Abu Dhabi National Energy Co PJSC
  
28 April 2021
  
 

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
Abu Dhabi National Energy Company PJSC announces the results of its cash tender offer

for its 3.625% Notes due June 2021 and its 5.875% Notes due December 2021
April 28, 2021 - Abu Dhabi National Energy Company PJSC (the "Company") announces the final results as of 5:00 p.m. (New York City Time) on April 27, 2021 (the "Any and All Expiration Date") of its previously announced offer to purchase for cash (the "Any and All Tender Offer") any and all of its outstanding 3.625% Notes due June 2021 and 5.875% Notes due December 2021 (together, the "Any and All Notes"), upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 19, 2021 (as it may be amended or supplemented from time to time, the "Offer to Purchase") and the accompanying Notice of Guaranteed Delivery dated April 19, 2021 (as it may be amended or supplemented from time to time, the "Notice of Guaranteed Delivery" and, together with the Offer to Purchase, the "Offer Documents"). The Company's previously announced offer to purchase for cash up to the Maximum Tender Amount of its outstanding 3.625% Notes due January 2023 (the "Maximum Tender Offer Notes" and, together with the Any and All Notes, the "Securities") upon the terms and subject to the conditions set forth in the Offer to Purchase (the "Maximum Tender Offer" and, together with the Any and All Tender Offer, the "Tender Offers") is ongoing, and the results of the Maximum Tender Offer are expected to be announced on May 7, 2021, as more fully described in the Offer to Purchase.
Capitalized terms used in this announcement and not otherwise defined have the meanings ascribed to them in the Offer to Purchase. Copies of the Offer to Purchase are available, subject to the offer and distribution restrictions, from the Tender and Information Agent at https://deals.lucid-is.com/taqa.
The Company has been advised by the Tender and Information Agent that, as of the Any and All Expiration Date, the amounts set forth in the table below of each series of Any and All Notes had been validly tendered and not validly withdrawn. Subject to satisfaction or waiver of certain conditions and other terms set forth in the Offer to Purchase, the Company will accept for purchase all Any and All Notes validly tendered and not validly withdrawn at or prior to the Any and All Expiration Date.



Title of Security


Securities Codes


Principal Amount Tendered prior to or at the Any and All Expiration Date(1)


Any and All Total Consideration(2)


Principal Amount Outstanding after the Any and All Tender Offer(3)




3.625% Notes 
Due June 2021


Rule 144A Notes
CUSIP: 00388WAD3/ISIN: US00388WAD39
Regulation S Notes
ISIN: XS1435072548


U.S.$363,270,000


U.S.$1,006.40


U.S.$386,730,000




5.875% Notes
Due December 2021


Rule 144A Notes
CUSIP: 00386S AJ1/ISIN: US00386SAJ15
Regulation S Notes
ISIN: XS0717839871


U.S.$348,688,000


U.S.$1,038.00


U.S.$401,312,000



___________________ 
(1)   No Any and All Notes were tendered pursuant to the guaranteed delivery procedures.
(2)   Per U.S.$1,000 in principal amount of Any and All Notes accepted for purchase pursuant to an Any and All Tender Offer.
(3)   Assuming delivery of Any and All Notes tendered pursuant to the guaranteed delivery procedures.
 
The Any and All Tender Offer has now expired and no further Any and All Notes can be tendered for purchase. All Any and All Notes accepted for purchase pursuant to the Any and All Tender Offer will be cancelled.
Any and All Notes that have not been successfully tendered for purchase and accepted by the Company pursuant to the Any and All Tender Offer and the terms and conditions set out in the Offer to Purchase will remain outstanding and will remain subject to the terms and conditions of such Any and All Notes.
It is anticipated that payment for the Any and All Notes that were validly tendered and accepted for purchase will be made either on the date referred to as the "Any and All Settlement Date" or on the date referred to as the "Guaranteed Delivery Settlement Date", as applicable. It is anticipated that the Any and All Settlement Date for the Any and All Notes will be on or around April 30, 2021, the third business day after the Any and All Expiration Date. As described more fully in the Offer to Purchase, the Guaranteed Delivery Settlement Date in respect of Any and All Notes with respect to which a properly completed and duly executed Notice of Guaranteed Delivery is delivered at or prior to the Any and All Expiration Date (to the extent that such Any and All Notes are not delivered at or prior to the Any and All Expiration Date) that are accepted by the Company for purchase in the Any and All Tender Offer is expected to be on or around April 30, 2021, the third business day after the Any and All Expiration Date.
Important Information
The Company has retained BNP Paribas, HSBC Bank plc, MUFG Securities EMEA plc and SMBC Nikko Capital Markets Limited to act as the Joint Dealer Managers for the Tender Offers, and Lucid Issuer Services Limited to act as the Tender and Information Agent for the Tender Offers. 
Questions regarding the Tender Offers may be directed to (i) BNP Paribas at +33 1 55 77 78 94 or by email to liability.management@bnpparibas.com; (ii) HSBC Bank plc at +44 (0) 20 7992 6237 or by email to LM_EMEA@hsbc.com; (iii) MUFG Securities EMEA plc at +44 20 7577 4218 (London), +1 (877) 744-4532 (U.S. Toll Free), +1 (212) 405-7481 (U.S.) or by email to DCM-LM@int.sc.mufg.jp; and (iv) SMBC Nikko Capital Markets Limited at +44 20 3527 7545 or by email to LM.EMEA@smbcnikko-cm.com.
This press release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Tender Offers are only being made pursuant to the Offer Documents. Holders are urged to carefully read the Offer Documents before making any decision with respect to the Tender Offers. 
The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by the Company, the Joint Dealer Managers and the Tender and Information Agent to inform themselves about and to observe any such restrictions.
This announcement is released by Abu Dhabi National Energy Company PJSC and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR"), encompassing information relating to the Tender Offers described above. For the purposes of UK MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, this announcement is made by Stephen Ridlington, Chief Financial Officer.
Offer and Distribution Restrictions 
United Kingdom
Neither this announcement nor any other documents or materials relating to the Tender Offers have been approved by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the "FSMA"). Accordingly, neither this announcement nor any such documents and/or materials are being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of this announcement and/or such documents and/or materials is exempt from the restriction on financial promotions under section 21(1) of the FSMA on the basis that they are only directed at and may only be communicated to: (1) persons who are outside of the United Kingdom; (2) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (3) a person falling within Article 43(2) of the Order, or (4) any other persons to whom they may lawfully be communicated under the Order (all such persons together being referred to as "relevant persons"). 
This announcement and any other documents or materials relating to the Tender Offers are only available to relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.
Italy
None of the Tender Offers, this announcement, the Offer to Purchase or any other document or materials relating to the Tender Offers have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. The Tender Offers are being carried out in the Republic of Italy ("Italy") as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of February 24, 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as amended. Holders or beneficial owners of the Securities that are resident and/or located in Italy can tender Securities for purchase through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of February 15, 2018, as amended, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Securities and/or the Tender Offers.
France
The Tender Offers are not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this announcement nor any other document or material relating to the Tender Offers has been or shall be distributed to the public in France and only qualified investors (investisseurs qualifiés), other than individuals, as defined in, and in accordance with, Articles L.411-1 and L.411-2 of the French Code monétaire et financier, are eligible to participate in the Tender Offer. Neither this announcement nor any other document or material relating to the Tender Offers has been or will be submitted for clearance to or approved by the Autorité des Marchés Financiers.
United Arab Emirates (excluding Dubai International Financial Centre)
The Tender Offers are not being made and will not be publicly promoted or advertised in the United Arab Emirates other than in compliance with laws applicable in the United Arab Emirates governing the issue, offering and sale of securities.
Dubai International Financial Centre
The Tender Offers are not being made and may not be made to any person in the Dubai International Financial Centre unless such offer is: (a) an "Exempt Offer" in accordance with the Markets Rules (MKT) Module of the Dubai Financial Services Authority (the "DFSA") rulebook; and (b) made only to persons who meet the Professional Client criteria set out in Rule 2.3.3 of the Conduct of Business Module of the DFSA rulebook.
Kingdom of Saudi Arabia
The communication of this announcement and any other documents or materials relating to the Tender Offers are only being made and the Tender Offers will only be made or advertised in the Kingdom of Saudi Arabia: (i) to persons who have confirmed that they are "sophisticated investors" (as defined in Article 9 of the Rules on the Offer of Securities and Continuing Obligations as issued by the Saudi Capital Market Authority (the "Saudi CMA") resolution number 3-123-2017 dated December 27, 2017, as amended by the Board of the Saudi CMA resolution number 1-7-2021 dated January 14, 2021 (the "KSA Regulations")); or (ii) by way of a limited offer under Article 10 of the KSA Regulations. 
This announcement and the Tender Offers shall not therefore constitute a "public offer", an "exempt offer" or a "parallel market offer" pursuant to the KSA Regulations, but are subject to restrictions on secondary market activity pursuant to Article 15 of the KSA Regulations. Accordingly any Saudi Holder who has acquired Securities pursuant to a private placement under Article 9 or Article 10 of the KSA Regulations may not offer or sell those Securities to any person unless the offer or sale is made through an authorised person appropriately licensed by the Saudi CMA and: (1) the Securities are offered or sold to a sophisticated investor (as defined in Article 9 of the KSA Regulations); (2) the price to be paid for the Securities in any one transaction is equal to or exceeds Saudi Riyals one million or an equivalent amount; or (3) the offer or sale is otherwise in compliance with Article 15 of the KSA Regulations.
General 
This announcement does not constitute an offer to buy or the solicitation of an offer to sell Securities (and tenders of Securities in the Tender Offers will not be accepted from Holders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offers to be made by a licensed broker or dealer and any of the Joint Dealer Managers or any of the Joint Dealer Managers' respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offers shall be deemed to be made by such Joint Dealer Manager or affiliate, as the case may be, on behalf of the Company in such jurisdiction.
In addition, each Holder participating in the Tender Offers will also be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out in the Offer to Purchase. Any tender of Securities for purchase pursuant to the Tender Offers from a Holder that is unable to make these representations will not be accepted. Each of the Company, the Joint Dealer Managers and the Tender and Information Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Securities for purchase pursuant to the Tender Offers, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such tender shall not be accepted.
Forward-Looking Information 
This press release may contain forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements related to the Company's expectations regarding the performance of its business, financial results, liquidity and capital resources, contingencies and other non-historical statements. You can identify these forward-looking statements by the use of words such as "expects", "hypothetical", "may", "will", "should", "anticipates" or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks, uncertainties and assumptions. The Company is under no obligation (and expressly disclaims any such obligation) to update or alter its forward-looking statements whether as a result of new information, future events or otherwise. More detailed information about these and other factors is set forth in the Offer to Purchase. 

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